Annual Review of Key Delaware Corporate and Commercial Decisions 2016

Francis G.X.Pileggi writes:

Delaware Supreme Court

  • Hazout v. Tsang

  • Genuine Parts Co. v. Cepec.

  • OptimisCorp v. Waite.

  • El Paso Pipeline GP Co., LLC v. Brinckerhoff

Delaware Court of Chancery

  • Marino v. Patriot Rail Company LLC.

  • In Re Trulia Inc. Stockholder Litigation.

  • Amalgamated Bank v. Yahoo! Inc.

  • Obeid v. Hogan

  • Medicalgorithmics S.A. v. AMI Monitoring, Inc.

  • Bizzarri v. Suburban Waste Services, Inc.

  • Larkin v. Shah.

Morris James:

  • In re Trulia, Inc. Stockholders Litigation, 129 A.3d 884 (Del. Ch. 2016)

  • Singh v. Attenborough, 137 A.3d 151 (Del. 2016) (ORDER); In re Volcano Corp. Stockholder Litigation, 143 A.3d 727 (Del. Ch. 2016); Larkin v. Shah, 2016 WL 4485447 (Del. Ch. Aug. 25, 2016)

  • Amalgamated Bank v. Yahoo!, Inc., 132 A.3d 752 (Del. Ch. 2016)

  • Hazout v. Tsang, 134 A.3d 274 (Del. 2016)

  • Sandys v. Pincus, 2016 WL 7094027 (Del. Dec. 5, 2016)

  • In re Appraisal of Dell, Inc., 2016 WL 3186538 (Del. Ch. May 31, 2016)

  • In re Books-A-Million Stockholder Litigation, 2016 WL 5874974 (Del. Ch. Oct. 10, 2016)

  • In re Wal-Mart Stores, Inc. Derivative Litigation, 2016 WL 2908344 (Del. Ch. May 13, 2016)

  • El Paso Pipeline GP Company LLC v. Brinckerhoff, 2016 WL 7380418 (Del. Dec. 20, 2016)

via Francis G.X.Pileggi

米国証券取引委員会によるレビューと簡明な英語の利用

米国証券取引委員会によるレビューと簡明な英語の利用(plain English ruleについて,Wall Street Journal誌が記事を書いています。

記事の冒頭は次の通りです。

After combing through a 19,974-word filing for a securities offering, Securities and Exchange Commission senior counsel Catherine Gordon had some guidance for the company that drafted it. “In the second paragraph, add a comma,” she wrote to an attorney for the trust, sponsored by Incapital LLC, in December, “to improve readability.” Meet the stock market’s punctuation police. Corporate securities filings are plagued by some of the world’s most impenetrable prose, but it isn’t for lack of effort. Every year, SEC lawyers and accountants review several thousand of the more than half-million documents that companies file with the agency. And while they are primarily on the prowl for accounting inconsistencies and breaches of securities regulations, they also chase down typos, sentence fragments, jargon, puffery and sloppy punctuation.

ご興味があれば,日本企業に対する最近の米国証券取引委員会のコメント回答もどうぞ。

via CorporateCounsel.net

Coffee教授による2012年の証券訴訟

Professor Coffee writes:

Given this decline in both filings and settlements, how will private enforcers survive? One answer is that they are moving into related fields. A few (most notably, Grant & Eisenhofer) are specializing in representing opt outs. Others are pursing LIBOR cases, which may not involve any securities law claims. Many smaller firms seem to be specializing in “M&A” class actions in state court.

Why then is the “M&A” field so overpopulated with 5.4 lawsuits for every deal in 2012? The answer probably lies in the fact that the smaller law firm does not need a large institutional client in order to become class counsel in M&A cases. Institutional lead plaintiffs are the ticket of admission for securities class actions in federal court, but not in state court.

If we look not to the aggregate amounts recovered, but to the median and average settlement size, we find that the median settlement in securities class actions rose from \$5.9 million in 2011 to \$10.2 million in 2012―a significant 70% increase.[ix] … From this perspective, the deterrent threat may be growing (but this ignores that the likelihood of a suit has declined, as the number of filings has fallen significantly).

The SEC has become significantly more active in three categories: (1) insider trading cases …; (2) Ponzi schemes …; and (3) financial services misrepresentations and misappropriations ….

via The CLS Blue Sky Blog